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[LOGO] Installment Business Loan Note
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Due May 1, 2001 $600,000.00
Note No. Date: May 14, 1997
Account No. 0000000 Indianapolis, Indiana
Promise to Pay: On or before May 1, 2001 for value received, the
undersigned MADE2MANAGE SYSTEMS, INC. (the "Borrower") promises to pay to NBD
Bank, N.A., a national banking association (the "Bank") or order, at any
office of the Bank in the State of Indiana the sum of Six Hundred Thousand
and 00/100 Dollars ($600,000.00) plus interest computed on the basis of the
actual number of days elapsed in a year of 360 days at the rate of:
0.75% per annum above the rate announced from time to time by the Bank
as its "prime" rate (the "Note Rate"), which rate may not be the
lowest rate charged by the Bank to any of its customers, until
maturity, whether by acceleration or otherwise, and at the rate
of 3% per annum above the Note Rate on overdue principal from the
date when due until paid. Each change in the "prime" rate will
immediately change the Note Rate.
In no event shall the interest rate exceed the maximum rate allowed by law;
any interest payment which would for any reason be unlawful under applicable
law shall be applied to principal. Payments may, at the option of the Bank,
be applied first to charges, then to interest and then to principal.
Acceptance by the Bank of any payment which is less than payment in full of
all amounts due and owing at such time shall not constitute a waiver of the
Bank's right to receive payment in full at such or any other time.
The Borrower will pay this sum in 11 consecutive monthly installments of
interest only on the 1st day of each month, commencing July 1, 1997, and 35
consecutive monthly installments equal to one thirty-sixth of the outstanding
principal balance as of May 1, 1998, plus interest, commencing June 1, 1998
until May 1, 2001 at which time the balance plus accrued interest then unpaid
shall be due and payable immediately.
LATE FEE: If any payment is not received by the Bank within fifteen (15) days
after its due date, the Bank may assess and the Borrower agrees to pay a late
fee equal to the lesser of five percent (5%) of the past due amount or Two
Hundred and 00/100 Dollars ($200.00).
PREPAYMENT: All prepayments shall be applied to installments of principal in
their inverse order of maturity, and no prepayments shall reduce the dollar
amount of fixed principal installments required to be paid, until this Note
is paid in full.
AGREEMENT: This Note evidences a debt which is subject to the additional
terms and conditions of a Credit Agreement between the Borrower and the Bank
dated as of June 9, 1995, and any amendments.
SECURITY: To secure the payment of this Note and any other present or future
liability of the Borrower to the Bank, whether several, joint, or joint and
several, the Borrower pledges and grants to the Bank's continuing security
interest in the following described property and all of its additions,
substitutions, increments, proceeds and products, whether now owned or later
acquired (the "Collateral"):
1. All investment property and other property of the Borrower in the
custody, possession or control of the Bank (other than property held by the
Bank solely in a fiduciary capacity);
2. All property or investment property declared or acknowledged to
constitute security for any past, present or future liability of the
Borrower to the Bank;
3. All balances of deposit accounts of the Borrower with the Bank;
4. The following additional property: All Accounts, Inventory and Equipment.
SETOFF: The Bank has the right at any time to apply its own debt or liability
to the Borrower or to any other party liable on this Note in whole or partial
payment of this Note or other present or future liabilities of the Borrower
to the Bank, without any requirement of mutual maturity.
RELATED DOCUMENTS: The terms and provisions of any loan agreement, mortgage,
security agreement or any other document executed as part of the loans
evidenced by this Note are incorporated by reference and made part of this
Note.
REPRESENTATIONS BY BORROWER: Each Borrower represents that: (a) the execution
and delivery of this Note and the performance of the obligations it imposes
do not violate any law, conflict with any agreement by which it is bound, or
require the consent or approval of any governmental authority or other third
party; (b) this Note is a valid and binding agreement, enforceable recording
to its terms; and (c) all balance sheets, profit and loss statements, and
other financial statements furnished to the Bank are accurate and fairly
reflect the financial condition of the organizations and persons to which
they apply on their effective dates, including contingent liabilities of
every type, which financial condition has not changed materially and
adversely since those dates. Each Borrower also represents that this note
evidences a business loan except from the Federal Truth in Lending Act (15
USC.1601, et seq), the Federal Reserve Bank's Regulation Z (12 CFR 226, et
seq), and the Indiana Uniform Consumer Credit Code (IC 24-4-5-1-101, et
seq). Each Borrower, other than a natural person, further represents that (a)
it is duly organized, existing and in good standing pursuant to the laws
under which it is organized; and (b) the execution and delivery of this Note
and the performance of the obligations it imposes (i) are within its powers
and have been duly authorized by all necessary action of its governing body;
and (ii) do not contravene the terms of its articles of incorporation or
organization, its by-laws, or any partnership, operating or other agreement
governing its affairs.
EVENTS OF DEFAULT/ACCELERATION: This Note shall become due immediately,
without notice, at the Banks option, if any of the following events occurs:
1. The Borrower or any guarantor of this Note ("Guarantor") fails to pay
when due any amount payable under this Note or under any agreement or
instrument evidencing debt to any creditor.
2. The Borrower or any Guarantor (a) fails to observe or perform any other
term of this Note; (b) makes any materially incorrect or misleading
representation, warranty, or certificate to the Bank; (c) makes any
materially incorrect or misleading representation in any financial statement
or other information delivered to the Bank; or (d) defaults under the terms
of any agreement or instrument relating to any debt for borrowed money
(other than the debt evidenced by this Note) such that the creditor declares
the debt due before its maturity.
3. There is a default under the terms of any loan agreement, mortgage,
security agreement, or any other document executed as part of the loan
evidenced by this Note or any guaranty of the loan evidenced by this Note
becomes unenforceable in whole or in part, or any Guarantor fails to
promptly perform under its guaranty.
4. A "reportable event" (as defined in the Employee Retirement Income
Security Act of 1974 as amended) occurs that would permit the Pension
Benefit Guaranty Corporation to terminate any employee benefit plan of
the Borrower or any affiliate of the Borrower.
5. The Borrower or any Guarantor become insolvent or unable to pay its debts
as they become due.
6. The Borrower or any Guarantor (a) makes an assignment for the benefit of
creditors; (b) consent to the appointment of a custodian, receiver, or
trustee for itself or for a substantial part of its assets; or (c)
commences any proceeding under any bankruptcy, reorganization, liquidation,
insolvency or similar laws of any jurisdiction.
7. A custodian, receiver, or trustee is appointed for the Borrower or any
Guarantor or for a substantial part of its assets without its consent and is
not removed within 60 days after the appointment.
8. Proceedings are commenced against the Borrower or any Guarantor under any
bankruptcy, reorganization, liquidation, or similar laws of any
jurisdiction, and they remain undismissed for 60 days after commencement
or the Borrower or Guarantor consents to such proceedings.
9. Any judgment is entered against the Borrower or any Guarantor, or any
attachment, levy, or garnishment is issued against any property of the
Borrower or any Guarantor.
10. The Borrower or any Guarantor dies.
11. The Borrower or any Guarantor, without the Bank's written consent (a) is
dissolved, (b) merges or consolidations with any third party, (c) losses,
sells or otherwise conveys a material part of its assets or business outside
the ordinary course of its business, (d) leases, purchases, or otherwise
acquires a material part of the assets of any other corporation or business
entity, except in the ordinary course of its business, or (c) agrees to do
any of the foregoing (notwithstanding the foregoing, any subsidiary may
merge or consolidate with any other subsidiary, or with the Borrower, so
long as the Borrower is the survivor).
12. The loan-to-value ratio of any pledged securities at any time exceeds
the Bank's limit for the type of securities pledged and such excess
continues for five (5) days after notice from the Bank to the Borrower.
13. There is a substantial change in the management or ownership or the
existing or prospective financial condition of the Borrower or any Guarantor
which the Bank in good faith determines to be materially adverse.
14. The Bank in good xxxxx xxxxx itself insecure.
REMEDIES: If this Note is not paid at maturity by demand, whether by
acceleration or otherwise, the Bank shall have all of the rights and remedies
provided by any law or agreement. Any requirement of reasonable notice shall
be met if the Bank sends the notice to the Borrower at least seven (7) days
prior to the date of sale, disposition or other event giving rise to the
required notice. The Bank is authorized to cause all or any part of the
Collateral to be transferred to or registered in its name or in the name of
any other person, or business entity, with or without designation of the
capacity of such nominee. The Borrower is liable for any deficiency remaining
after disposition of any Collateral. The Borrower is liable to the Bank for
all reasonable costs and expenses of every kind incurred in the making or
collection of this Note, including, without limitation, reasonable attorneys'
fees and court costs. These costs and expenses include without limitation any
costs or expenses incurred by the Bank in any bankruptcy, reorganization,
insolvency or other similar proceeding.
WAIVER: Each endorser and any other party liable on this Note severally
waives demand, presentment, notice of dishonor and protest, and consents to
any extension or postponement of time of its payment without limit as to the
number or period, to any substitution, exchange or release of all or part of
the Collateral, to the addition of any party, and to the release or discharge
of, or suspension of any rights and remedies against, any person who may be
liable for the payment of this Note. No delay on the part of the Bank in the
exercise of any right or remedy operates as a waiver. No single or partial
exercise by the Bank of any right or remedy precludes any other future
exercise of it or the exercise of any other right or remedy. No waiver or
indulgence by the Bank of any defaults is effective unless it is in writing
and signed by the Bank, nor does a waiver on one occasion bar or waive that
right on any future occasion.
MISCELLANEOUS: The Borrower, if more than one, shall be jointly and severally
liable for the obligations represented by this Note, and the term "Borrower"
means any one or more of them, and the receipt of value by any one of them
constitutes receipt of value by the others. This Note binds the Borrower and
its successors, and inures to the benefit of the Bank, its successors and
assigns. Any reference to the Bank includes any holder of this Note. This
Note is delivered in the State of Indiana and governed by Indiana law.
Section headings are for convenience of reference only and do not affect the
interpretation of this Note. This Note and all related loan documents embody
the entire agreement between the Borrower and the Bank regarding the terms of
the loan evidenced by this Note and supersede all oral statements and prior
writings relating to that loan.
WAIVER OF JURY TRIAL: The Bank and the Borrower, after consulting or having
had the opportunity to consult with counsel, knowingly, voluntarily and
intentionally waive any right either of them may have to a trial by jury in
any litigation based upon or arising out of this Note or any related
instrument or agreement, or any of the transactions contemplated by this
Note, or any course of conduct, dealing, statements (whether oral or
written), or actions of either of them. Neither the Bank nor the Borrower
shall seek to consolidate, by counterclaim or otherwise, any action in which
a jury trial has been waived with any other action in which a jury trial
cannot be or has not been waived. These provisions shall not be deemed to
have been modified in any respect or relinquished by either the Bank or the
Borrower except by a written instrument executed by both of them.
Address: Borrower:
MADE2MANAGE SYSTEMS, INC.
0000 Xxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000 By: /s/ Xxxxxxx X. Head
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Xxxxxxx X. Xxxx V.P. Finance 5/2/97
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Printed Name Title
Tax ID Number: 00-0000000
